Offshore Investment March 2004

1. Company law
Law of Persons and Companies, 1926 (as amended) (Personen- und Gesellschaftsrecht or "PGR").

2. Types of company:

Company limited by shares (Aktiengesellschaft or AG), limited liability company (GmbH), establishment (Anstalt), trust enterprise (Treuunternehmen or Trust reg.), foundation (Stiftung). Note also the use of non-company vehicles: trust (Treuhänderschaft)

(a) type of company preferred for international transactions:

For trade: company limited by shares, establishment, trust enterprise. For investment and asset-holding: foundation, non-commercial establishment, trust.

(b) shareless companies:

Trust enterprise, establishment, foundation, (trust).

3. Capital requirements:
Company limited by shares: minimum capital is CHF 50,000 or equivalent. Limited liability company, establishment, trust enterprise and foundation: minimum capital is CHF 30,000. Trust: no minimum capital.

4. Costs to incorporate, excluding government fees:
Approx. CHF 3,000, more depending upon complexity.

5. Fees paid to authorities to incorporate: Most company forms: Registration fees between CHF 1,000 and 3,000. Foundation: Stamp duty of 0.2% of capital (min. CHF 200) plus registration fee of approx. CHF 700. Trust: Registration fee of approx. CHF 300.

6. Annual fees paid to authorities:
None, except annual tax (see 7. below).

7. Taxation rates applied to companies generally:
For "onshore" companies, corporation tax up to 15% p.a. with possible 5% surcharge depending on amount of profit distributed. NB - 4 % coupon tax on distributions (dividends) by entities whose capital is divided into shares (AG). For "offshore" vehicles, in practice: CHF 1,000 p.a.

(a) the taxation of companies in 2 (a) See above.

8. Method of incorporation:
Legal personality is generally obtained by an act of formation and entry in the public register. Most foundations are not required to register but, instead, deposit a copy of their constitutive documents at the registry.

9. Who may incorporate - specify what, if any, local representatives/ professionals required?

Persons with the requisite qualifications pursuant to the Law on Trustees dated 9 December 1992 (as amended) Ð basically, Liechtenstein licensed fiduciaries.

(a) are ready made companies available?

Yes; these are usually more costly than a newly formed entity.

10. Length of time to incorporate:
Two to three working days.

11. Minimum members:
At least one member is required (see Art. 121 PGR).

12. Registered office:

In all cases, registered office must be maintained in Liechtenstein.

(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)? Yes.

13. Directors and secretary:

Companies have a minimum of one director; foundations have a minimum of one board member. A secretary is not required.

(a) Must a director/ secretary be resident? At least one director / Board member must be a citizen of an EU or EEA state and be per-manently resident in an EU or EEA State or a citizen of another state with similar rights pursuant to an inter-state treaty, and be duly licensed in Liechtenstein to act as a fiduciary under the Law governing Fiduciaries (see Art. 180a PGR which was amended in 2003).

(b) Are Corporate Directors allowed?

Yes.

14. Appointee directors/ secretary possible?
Yes.

15. Amount of fees payable to appointee directors/ secretary: CHF 3,000 p.a., or more depending on circumstances.

16. Meetings: Not required to be held in Liechtenstein, however, it is recommended that they be held there.

17. Annual return:

Any entity whose objects allow trading or commercial activity must file audited financial statements within six months of end of business year. Others require a statement of assets and liabilities, which is not filed with the tax authorities.

(a) Must financial statements of a company be audited?

See 17 above.

18. Is disclosure of profits required by filing balance sheets with annual returns? Apart from trading companies filing their financial statements, no other financial returns need be filed.

19. Are there any exchange control or other financial restraints imposed upon a company? None.

20. Companies formed in the last year:
Numbers on company register are confidential; many foundations are not registered in the public register.

21. Number of companies on the company register altogether: Approx. 78,000 (of which approx. 42,000 foundations, 20,000 establishments, 7,000 AG's, 6,000 trusts and trust enterprises, 3'000 other). NB Ð exact statistics not available.

22. How, if any, is migration into and out of the jurisdiction achieved? Companies may migrate into and out of Liechtenstein subject to government approval.

23. Is migration out of your country provided for? Yes.

24. Anticipated amendments to company law over the next 12 months: A review of the Law pertaining to Foundations (part of the PGR) has been ongoing for some time but the results are not yet known. A new Financial Markets Supervision Law came into force on 1 January 2005, creating a Financial Markets Supervisory Authority. The Anti-Money-Laundering Law and subsidiary Ordinance have been amended, with ef-fect from 1 February 2005. The EU Interest Savings Directive comes into force in Liechtenstein on 1 July 2005.

CCompiled by Andrew Baker, Miselva Establishment

1. Company law		Law of Persons and Companies, 1926 (as amended) (Personen- und Gesellschaftsrecht or "PGR").
2. Types of company:		Company limited by shares (Aktiengesellschaft or AG), limited liability company (GmbH), establishment (Anstalt), trust enterprise (Treuunternehmen or Trust reg.), foundation (Stiftung). Note also the use of non-company vehicles: trust (Treuhänderschaft)
(a) type of company preferred for international transactions:		For trade: company limited by shares, establishment, trust enterprise. For investment and asset-holding: foundation, non-commercial establishment, trust.
(b) shareless companies:		Trust enterprise, establishment, foundation, (trust).
3. Capital requirements:		Company limited by shares: minimum capital is CHF 50,000 or equivalent. Limited liability company, establishment, trust enterprise and foundation: minimum capital is CHF 30,000. Trust: no minimum capital.
4. Costs to incorporate, excluding government fees:		Approx. CHF 3,000, more depending upon complexity.
5. Fees paid to authorities to incorporate:		Most company forms: Registration fees between CHF 1,000 and 3,000. Foundation: Stamp duty of 0.2% of capital (min. CHF 200) plus registration fee of approx. CHF 700. Trust: Registration fee of approx. CHF 300.
6. Annual fees paid to authorities:		None, except annual tax (see 7. below).
7. Taxation rates applied to companies generally:		For "onshore" companies, corporation tax up to 15% p.a. with possible 5% surcharge depending on amount of profit distributed. NB - 4 % coupon tax on distributions (dividends) by entities whose capital is divided into shares (AG). For "offshore" vehicles, in practice: CHF 1,000 p.a.
(a) the taxation of companies in 2 (a)		See above.
8. Method of incorporation:		Legal personality is generally obtained by an act of formation and entry in the public register. Most foundations are not required to register but, instead, deposit a copy of their constitutive documents at the registry.
9. Who may incorporate - specify what, if any, local representatives/ professionals required?		Persons with the requisite qualifications pursuant to the Law on Trustees dated 9 December 1992 (as amended) Ð basically, Liechtenstein licensed fiduciaries.
(a) are ready made companies available?		Yes; these are usually more costly than a newly formed entity.
10. Length of time to incorporate:		Two to three working days.
11. Minimum members:		At least one member is required (see Art. 121 PGR).
12. Registered office:		In all cases, registered office must be maintained in Liechtenstein.
(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?		Yes.
13. Directors and secretary:		Companies have a minimum of one director; foundations have a minimum of one board member. A secretary is not required.
(a) Must a director/ secretary be resident?		At least one director / Board member must be a citizen of an EU or EEA state and be per-manently resident in an EU or EEA State or a citizen of another state with similar rights pursuant to an inter-state treaty, and be duly licensed in Liechtenstein to act as a fiduciary under the Law governing Fiduciaries (see Art. 180a PGR which was amended in 2003).
(b) Are Corporate Directors allowed?		Yes.
14. Appointee directors/ secretary possible?		Yes.
15. Amount of fees payable to appointee directors/ secretary:		CHF 3,000 p.a., or more depending on circumstances.
16. Meetings:		Not required to be held in Liechtenstein, however, it is recommended that they be held there.
17. Annual return:		Any entity whose objects allow trading or commercial activity must file audited financial statements within six months of end of business year. Others require a statement of assets and liabilities, which is not filed with the tax authorities.
(a) Must financial statements of a company be audited?		See 17 above.
18. Is disclosure of profits required by filing balance sheets with annual returns?		Apart from trading companies filing their financial statements, no other financial returns need be filed.
19. Are there any exchange control or other financial restraints imposed upon a company?		None.
20. Companies formed in the last year:		Numbers on company register are confidential; many foundations are not registered in the public register.
21. Number of companies on the company register altogether:		Approx. 78,000 (of which approx. 42,000 foundations, 20,000 establishments, 7,000 AG's, 6,000 trusts and trust enterprises, 3'000 other). NB Ð exact statistics not available.
22. How, if any, is migration into and out of the jurisdiction achieved?		Companies may migrate into and out of Liechtenstein subject to government approval.
23. Is migration out of your country provided for?		Yes.
24. Anticipated amendments to company law over the next 12 months:		A review of the Law pertaining to Foundations (part of the PGR) has been ongoing for some time but the results are not yet known. A new Financial Markets Supervision Law came into force on 1 January 2005, creating a Financial Markets Supervisory Authority. The Anti-Money-Laundering Law and subsidiary Ordinance have been amended, with ef-fect from 1 February 2005. The EU Interest Savings Directive comes into force in Liechtenstein on 1 July 2005.
		CCompiled by Andrew Baker, Miselva Establishment